6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2018

Commission File Number: 0-55139

QUATERRA RESOURCES INC.
(Translation of registrant's name into English)

1100-1199 West Hastings Street
Vancouver, BC V6E 3T5 Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ x ] Form 20-F   [   ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): []

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): []

SUBMITTED HEREWITH

Exhibits

99.1	Condensed Interim Consolidated Financial Statements for the six months ended June 30, 2018
99.2	Management’s Discussion and Analysis for the six months ended June 30, 2018
99.3	Form 52-109FV2 Certification of Interim Filings - CEO
99.4	Form 52-109FV2 Certification of Interim Filings - CFO

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	QUATERRA RESOURCES INC.
	(Registrant)
Date: August 10, 2018	By:	/s/ Lei Wang
		Lei Wang
	Title:	Chief Financial Officer

EX-99.1

(An Exploration Stage Company)

Condensed Interim Consolidated Financial Statements

June 30, 2018

 (Unaudited – in U.S. Dollars)

Notice to Reader:

These condensed interim consolidated financial statements have not been reviewed by the Company’s independent auditor. These statements have been prepared by and are the responsibility of the Company’s management. This notice is being provided in accordance with National Instrument 51-102 – Continuous Disclosure Obligations.

Quaterra Resources Inc.

Condensed Interim Consolidated Statements of Financial Position

(Unaudited-in thousands of U.S. Dollars)

	Note		June 30, 2018			December 31, 2017			January 1, 2017
						(Restated - Note 2(c))			(Restated - Note 2(c))
Assets
Current assets:
Cash		$	87		$	1,575		$	6,665
Other receivable			2			3			3
Marketable securities	3		339			286			132
Prepaid			28			28			47
			456			1,892			6,847
Non-current assets:
Mineral properties	4		32,430			31,295			27,597
Reclamation bonds			60			60			70
			32,490			31,355			27,667
Total Assets		$	32,946		$	33,247		$	34,514
Liabilities
Current liabilities:
Accounts payable and accrued liabilities		$	151		$	130		$	111
Related party loan	7 (c)		229			-			-
Loan payable	5		585			571			540
Convertible notes			-			-			540
			965			701			1,191
Non-current liability
Derivative liability - warrants			339			587			938
			339			587			938
Total Liabilities			1,304			1,288			2,129
Shareholders' Equity
Share capital			100,729			100,729			100,051
Share-based payment reserve			18,729			18,729			18,560
Deficit	2 (C)		(87,816	)		(87,499	)		(86,226	)
			31,642			31,959			32,385
Total Liabilities and Shareholders' Equity		$	32,946		$	33,247		$	34,514

See the accompanying notes to the condensed interim consolidated financial statements.

Nature of Operations and Going Concern – Note 1

Approved on behalf of the Board of Directors on August 9, 2018:

/s/ “Thomas Patton”	/s/“Terrence Eyton”
Director	Director

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Quaterra Resources Inc.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

(Unaudited- In thousands of U.S. Dollars, except for shares and per share amounts)

		Three months ended June 30,						Six months ended June 30,
		2018			2017			2018			2017
					(Restated-						(Restated- Note
					Note 2(c))						2(c))
General administrative expenses
Administrative and general	$	79		$	77		$	138		$	108
Investor relations and communications		15			42			71			75
Personnel costs		118			103			236			228
Professional fees		35			24			68			52
Share-based payments		-			169			-			169
Transfer agent and regulatory fees		4			10			27			44
Travel and promotion		8			33			37			56
		(259	)		(458	)		(577	)		(732	)
Fair value gain on derivative liability		74			326			247			282
Foreign exchange gain		8			31			2			7
Loss on settlement of convertible notes		-			-			-			(222	)
Interest and other		(6	)		(1	)		(42	)		(13	)
Unrealized gain on marketable securities		23			8			53			23
		99			364			260			77
Loss and comprehensive loss for the period		(160	)		(94	)		(317	)		(655	)
Loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding		200,969,314			200,969,314			200,969,314			197,907,146

See the accompanying notes to the condensed interim consolidated financial statements.

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Quaterra Resources Inc.

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited- In thousands of U.S. Dollars)

		Six months ended June 30,
		2018			2017
					(Restated - Note 2(c))
Operating activities
Net loss for the period	$	(317	)	$	(655	)
Items not involving cash:
Fair value gain on derivative liability		(247	)		(282	)
Foreign exchange gain		(2	)		(7	)
Interest expense		16			20
Loss on settlement of convertible notes		-			222
Share-based payments		-			169
		(550	)		(533	)
Changes in non-cash working capital
Other receivable		1			(4	)
Prepaid and other		-			19
Accounts payable and accrued liabilities		(18	)		4
Cash used in operating activities		(567	)		(514	)
Financing activities
Promissory note		228			-
Cash provided by financing activities		228			-
Investing activities
Expenditures on mineral properties		(1,132	)		(2,892	)
Proceeds from option agreement		-			1,566
Reclamation bonds		-			11
Cash used by in investing activities		(1,132	)		(1,315	)
Effect of foreign exchange on cash		(17	)		(166	)
Decrease in cash		(1,488	)		(1,995	)
Cash, beginning of period		1,575			6,665
Cash, end of period	$	87		$	4,670
Supplemental cash flow information
Exploration expenditures included in accounts payable	$	66		$	447
Interest paid in cash	$	-		$	53
Shares issued for interest	$	-		$	80

See the accompanying notes to the condensed interim consolidated financial statements.

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Quaterra Resources Inc.

Condensed Consolidated Interim Statements of Changes in Equity

(Unaudited - In thousands of U.S. Dollars, except for shares)

	Common Shares				Share-based
	Number of Shares		Amounts		payment reserve		Deficit			Total
Balance, December 31, 2016	193,479,416	$	100,051	$	18,560	$	(86,226	)	$	32,385
Shares issued to settle convertible notes	7,489,898		678		-		-			678
Share-based payments	-		-		169		-			169
Net loss for the period	-		-		-		(655	)		(655	)
Balance, June 30, 2017	200,969,314	$	100,729	$	18,729	$	(86,881	)	$	32,577
Balance, December 31, 2017	200,969,314	$	100,729	$	18,729	$	(87,499	)	$	31,959
Net loss for the period	-		-		-		(317	)		(317	)
Balance, June 30, 2018	200,969,314	$	100,729	$	18,729	$	(87,816	)	$	31,642

See the accompanying notes to the condensed interim consolidated financial statements.

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Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2018

(Unaudited - In U.S. Dollars; tabular amounts in thousands except for shares)

1.	NATURE OF OPERATIONS AND GOING CONCERN
	Quaterra Resources Inc. (“Quaterra” or the “Company”) is a copper exploration company with mineral properties in Nevada and Alaska, United States. The primary office of the Company is located at 1199 West Hastings Street, Suite 1100, Vancouver, British Columbia, Canada, V6E 3T5.
	These condensed interim consolidated financial statements are prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at June 30, 2018, the Company had working capital deficiency of $0.51 million. The Company has no source of revenue or cash flow and has significant cash requirements to meet its administrative overhead requirements, settle its liabilities in the normal course and meet its mineral property options payments. The Company has renegotiated the terms of certain mineral property option agreements to reduce or defer the required payments. Additionally, the Company is working to raise funds by way of equity financing or joint venture arrangement. While the Company has been successful in doing so in the past, there can be no assurance it will be able to do the same in the future. These conditions cast substantial doubt on the Company’s ability to continue as a going concern.
	These condensed interim consolidated financial statements do not reflect the adjustments to the carrying value of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary were the going concern assumption inappropriate. Such adjustments could be material.
2.	BASIS OF PRESENTATION AND ACCOUNTING POLICY CHANGE

a.	Statement of compliance
	These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards, (“IFRS”) as issued by the International Accounting Standards Board. The Company’s significant accounting policies and critical accounting estimates applied in these financial statements are the same as those applied in the Company’s annual consolidated financial statements, except for the adoption of IFRS 9, Financial Instruments (“IFRS 9”) effective January 1, 2018, and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2017.
b.	Accounting estimates and judgments
	The preparation of the financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies, reported amounts and disclosures. Actual results could differ from those estimates. Differences may be material.
	Judgment is required in assessing whether certain factors would be considered an indicator of impairment. Both internal and external information are considered to determine whether there is an indicator of impairment present and accordingly, whether impairment testing is required.

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Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2018

(Unaudited - In U.S. Dollars; tabular amounts in thousands except for shares)

c.	Accounting Policy Change – Adoption Impact
	The Company adopted the provisions of IFRS 9 effective January 1, 2018 on a full retrospective basis.
	The Company has elected to measure its equity instruments at fair value through profit and loss (“FVTPL”) instead of through other comprehensive income (loss) (“OCI”). As a result, amounts previously included in OCI has been reclassified to deficit as of January 1, 2017, and any subsequent changes in OCI during fiscal 2017 have been reversed and reflected as a component of net income (loss) for the period.
	On adoption of IFRS 9 there were no other changes to the measurement of the Company’s financial assets or financial liabilities. The Company has designated its financial assets and financial liabilities as follows:

• “Cash” is classified as financial assets at amortized cost;

• “Marketable securities” are classified as FVTPL;

• “Accounts payable and accrued liabilities”, “Loan payable” and “Derivative liabilities – warrants” are classified as financial liabilities at amortized cost.

The Company’s accounts payable and loans payable approximate fair value due to their short term nature.

The Company’s marketable securities and derivative warrants are measured at fair value on a recurring basis.

The marketable securities are a Level 1 fair value measurement, the derivative warrants are a Level 2 fair value measurement.

3.	MARKETABLE SECURITIES
	The Company holds 1,942,795 common shares of Grande Portage Resources Ltd. (“Grande Portage”) with a market value of $339,340 (December 31, 2017 - $286,502).
	During the six months ended June 30, 2018, a $52,838 gain was recognized in the profit and loss, following the adoption of IFRS 9 (see Note 2(c)).
4.	MINERAL PROPERTIES
	The Company defers acquisition, exploration and evaluation costs related to the properties on which it is conducting exploration.
	As of June 30, 2018, total mineral property maintenance and exploration costs are listed in the table below:

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Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2018

(Unaudited - In U.S. Dollars; tabular amounts in thousands except for shares)

(In thousands of U.S. Dollars)	MacArthur	Yerington	Bear	Wassuk	Groundhog	Total
Balance, December 31, 2017	$ 17,888	$ 10,572	$ 320	$ 1,004	$ 1,511	$ 31,295
Property maintenance	-	-	592	-	-	592
Geological & mapping	58	44	-	-	10	112
Geophysical & survey	6	1	-	-	12	19
Environmental	-	81	-	-	6	87
Salary	100	92	-	-	15	207
Other	-	7	-	-	25	32
Technical consultant	74	12	-	-	-	86
	238	237	592	-	68	1,135
Balance, June 30, 2018	$ 18,126	$ 10,809	$ 912	$ 1,004	$ 1,579	$ 32,430

a)	Copper properties in Nevada
	The Company has a 100% interest in the MacArthur and Yerington properties, and has an option to earn a 100% interest in the Bear Deposit and Wassuk properties. These properties are held by the Company’s wholly owned subsidiary Singatese Peak Services, LLC (“SPS”).
	MacArthur and Yerington
	The MacArthur property is subject to a 2% net smelter return royalty (“NSR”), which may be reduced to a 1% NSR royalty for a consideration of $1.0 million.
	The Yerington property has a 2% NSR royalty capped at $7.5 million on commencement of commercial production.
	Bear Deposit
	Bear Deposit consists of five option agreements covering private land in Yerington, Nevada. Under the terms of these option agreements, as amended, the Company is required to make approximately $5.08 million in cash payments over 11 years ($4.31 million paid) in order to maintain the exclusive right to purchase the land, mineral rights and certain water rights and to conduct mineral exploration on these properties.
	Outstanding payments due under the five option agreements by year are as follows:

• $688,000 due in 2018 ($588,000 paid);

• $238,000 due in 2019;

• $188,000 due in 2020;

• $63,000 each due in 2021 and 2022 respectively, and

• $51,000 due in 2023.

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Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2018

(Unaudited - In U.S. Dollars; tabular amounts in thousands except for shares)

	Wassuk
	The Company has an option to earn an interest in certain unpatented mining claims in Yerington, amended, over ten years and is required to make $1.51 million in cash payments ($0.85 million paid) with balances due on each anniversary from 2018 through 2020 in an amount of $50,000, $55,000, $60,000 and $500,000, respectively.
	The property is subject to a 3% NSR royalty upon commencing commercial production, which can be reduced to a 2% NSR royalty in consideration for $1.5 million.
b)	Groundhog property in Alaska
	On April 25, 2017, the Company signed a lease agreement with Chuchuna Minerals Company to earn a 90% interest in the Groundhog property located in Alaska. The Company is required to spend a minimum of $1.0 million in the first year and minimum $0.5 million in each of the following four years; any excess expenditures in any year are permitted to be carried forward. The Company spent $1.5 million in 2017 of which $0.5 million is carried forward to 2018 to meet the required minimum expenditures in 2018.

5.	LOAN PAYABLE
	On May 8, 2015, the Company entered into a $500,000 secured note (“Loan Payable”) with Freeport-McMoRan Nevada LLC (“Freeport Nevada”) in order to facilitate a real property interest acquisition within the Bear Deposit area.
	The Loan Payable bears an annual interest of 5%, compound daily, and is due 180 following the termination date, September 11, 2017, of the option agreement with Freeport Nevada. On February 28, 2018, the Company extended the repayment to September 6, 2018 and paid a $28,816 extension fee.
6.	WARRANTS AND STOCK OPTIONS

a)	Share purchase warrants
	On January 2, 2018, 5.721 million warrants exercisable at CAD$0.16 expired unexercised.
	As of June 30, 2018, the Company had 29.81 million and 19 million warrants exercisable at $0.15 and $0.16 expiring on September 13, 2018 and October 3, 2019, respectively.
b)	Stock options
	The Company has a stock option plan under which the Company is authorized to grant stock options of up to 10% of the number of common shares issued and outstanding of the Company at any given time.
	No stock options were granted during the six months ended June 30, 2018 and 2017.
	As of June 30, 2018, 16,050,000 stock options were outstanding of which 15,850,000 were exercisable, at a weighted average exercise price of CAD$0.11 with an average remaining contract life of 2.13 years.

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Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2018

(Unaudited - In U.S. Dollars; tabular amounts in thousands except for shares)

		Number of Options Outstanding
Expiry Date	Exercise Price (CAD$)	June 30, 2018	December 31, 2017
September 19, 2018	0.16	3,760,000	3,760,000
June 25, 2019	0.10	2,815,000	2,815,000
December 31, 2019	0.05	1,000,000	1,000,000
March 26, 2020	0.05	200,000	200,000
July 16, 2020	0.13	2,380,000	2,380,000
April 14, 2021	0.065	2,995,000	2,995,000
June 23, 2022	0.095	2,900,000	2,900,000
		16,050,000	16,050,000

7.	RELATED PARTY TRANSACTIONS
	a)	Key management comprises directors and executive officers. In the event of a change of control, certain executive officers are entitled to termination benefits equal to the amount that would have been paid during the unexpired term of their employment agreement, and others to the equivalent of either one or two years’ salary. The Company has no post-employment benefits and other long-term employee benefits. Compensation awarded to key management was as follows:

		Three months ended June 30,				Six months ended June 30,
(In thousands of U.S. Dollars)		2018		2017		2018		2017
Salaries	$	109	$	106	$	218	$	212
Directors' fees		9		9		18		18
Share-based payments		-		114		-		114
	$	118	$	229	$	236	$	344

b)	Manex Resource Group (“Manex”) is a private company owned by the Company’s Corporate Secretary Mr. Lawrence Page. During the six months ended June 30, 2018, the Company paid $60,428 (CAD$78,000) to Manex for its Vancouver office space and general office services.
c)	On June 13, 2018, the CEO of the Company, Mr. Thomas Patton, advanced CAD$300,000 loan to the Company for its operating expenses. The loan is unsecured, bears an interest rate of 10% per annum due December 13, 2018.
	Subsequent to the period end, Mr. Patton advanced an additional CAD$100,000 to the Company under the same terms as the previous loan.

8.	SEGMENTED INFORMATION
	The Company has one business segment, the exploration of mineral properties. As of June 30, 2018, all the Company’s significant non-current assets are located in the United States.

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Quaterra Resources Inc.

Notes to Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2018

(Unaudited - In U.S. Dollars; tabular amounts in thousands except for shares)

9.	CAPITAL MANAGEMENT AND FINANCIAL INSTRUMENT RISKS
	There has been no change in the Company’s approach to capital management, the financial instrument risks or management’s approach to those risks during the period ended June 30, 2018. Please see Note 1 for more details.

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EX-99.2

Management’s Discussion and Analysis (“MD&A”)
Quarterly Highlights

For the six months ended June 30, 2018

Dated: August 9, 2018

(In U.S. dollars)

Quaterra Resources Inc.

Management’s Discussion and Analysis – Quarterly Highlights

For the six months ended June 30, 2018

This Management’s Discussion and Analysis (“MD&A”) of Quaterra Resources Inc. and its wholly owned subsidiaries (collectively, “Quaterra” or the “Company”, dated August 9, 2018, should be read in conjunction with the condensed interim consolidated financial statements for the six months ended June 30, 2018 and the audited consolidated financial statements for the year ended December 31, 2017 and related notes thereto. All of the financial information presented here is expressed in U.S. dollars, unless otherwise indicated.

The Company’s common shares are listed on the TSX Venture Exchange (“TSXV”) under the symbol “QTA” and trade on the OTCQB Market under the symbol “QTRRF”. Information about mineral resources as well as risks associated with investing in the Company’s securities is contained in the Company’s most recently filed 20-F. Further information on the Company is available on the Company’s website at www.quaterra.com, on SEDAR at www.sedar.com or the United States Securities and Exchange Commission (“SEC”) website at www.sec.gov.

Highlights

In November 2017, Quaterra engaged M3 Engineering & Technology Corporation (“M3”), of Tucson, Arizona, to review opportunities to optimize the near-term production potential at MacArthur as laid out in the 2012 Preliminary Economic Assessment (“2012 PEA”). MacArthur is located in the northern part of the Company’s 51-square-mile property in the historic Yerington Copper District, Nevada, that also includes the Yerington and Bear copper deposits.

On January 10, 2018, the Company announced that it had initiated preparation of a comprehensive prefeasibility study on its MacArthur open-pit, oxide-leach copper project. The Company intends engaging M3 to complete the prefeasibility study in order to add more certainty to the economic potential of MacArthur with a view towards advancing the project toward development.

Quaterra announced it has also engaged Independent Mining Consultants (“IMC”) of Tucson, Arizona, to update the MacArthur mineral resource estimate by incorporating the results of work completed since the 2012 PEA, re-evaluate the assumptions in the 2012 PEA, and identify additional opportunities to enhance the mine plan.

On April 23, 2018, the Company announced that it is offering 30,000,000 units on a private placement basis at a price of CAD$0.10 per unit. Each unit will consist of one common share of the Company and one non-transferable common share purchase warrant. Each warrant will be exercisable into one common share at a price of CAD$0.15 for a period of two years from the date of closing of the offering.

Review of Operations and Financial Results

The Company’s results have been largely driven by the level of its property holding costs, exploration activities and corporate strategic initiatives. The Company has had no revenue from mining operations since its inception.

During the six months ended June 30, 2018, the Company spent $1.1 million in exploration activities allocated as: 52% to Bear, 21% each to MacArthur and Yerington, and 6% to Groundhog.

The administrative and general office expenses were $0.16 million during Q2 2018 compare to $0.1 million in Q2 2017. These costs are mainly comprised of salaries and general administrative expenses in Vancouver head office in addition to other costs related to operating a public company with listing in Canada.

The scale and nature of the Company’s corporate and administrative activity have remained relatively consistent over the periods presented. Quarterly fluctuation in (loss) income have mainly been caused by non-cash fair value on derivative liabilities and onetime event such as settlement of the convertible notes in the first quarter of 2017.

Page 2 of 4

Quaterra Resources Inc.

Management’s Discussion and Analysis – Quarterly Highlights

For the six months ended June 30, 2018

The following table sets out the quarterly financial information for each of the last eight quarters:

(In thousands of U.S. dollars except for per	Q2'18		Q1'18		Q4'17		Q3'17		Q2'17		Q1'17		Q4'16		Q3'16
share amount)	$		$		$		$		$		$		$		$
Administrative and general office	(259	)	(318	)	(532	)	(270	)	(289	)	(274	)	(151	)	(303	)
Fair value gain (loss) on derivative liability	74		173		(39	)	108		326		(44	)	(234	)	(43	)
Foreign exchange gain (loss)	8		(6	)	(60	)	20		31		(24	)	35		(44	)
Gain on disposal of assets	-		-		186		-		-		-		-		81
Impairments	-		-		-		-		-		-		-		(34	)
Interest and other	(6	)	(36	)	(85	)	(14	)	(1	)	(12	)	19		(84	)
Loss on settlement of convertible notes	-		-		122		-		-		(222	)	-		-
Share-based payments	-		-		-		-		(169	)	-		-		-
Unrealized gain on marketable securities	23		30		(311	)	257		8		15		(12	)	(19	)
Net (loss) income	(160	)	(157	)	(719	)	101		(94	)	(561	)	(343	)	(446	)
Basic (loss) income per share	(0.00	)	(0.00	)	(0.00	)	0.00		(0.00	)	(0.00	)	(0.00	)	(0.00	)

Liquidity and Capital Resources

The Company is an exploration stage company and has to raise funds by the issuance of its common shares or other financial instruments, or by entering partnering or joint venture arrangements. As at August 9, 2018, the Company has cash on hand of approximately $30,000.

On February 28, 2018, the Company extended the $0.5 million loan repayment with Freeport Nevada by 180 days to September 6, 2018, and paid a $28,816 extension fee. The total principal and interest due will be approximately $0.59 million.

As of August 9, 2018, the CEO of the Company has advanced a total of CAD$0.4 million to the Company for its operating expenses. The loan is unsecured and repayable within six months at annual interest rate of 10%.

As of June 30, 2018, the Company holds 1,942,795 common shares of Grande Portage with a fair market value of approximately $0.3 million.

Accounts payable and other accrued liabilities were incurred at market rates with arm’s length third party suppliers, primarily for goods and services related to the Company’s exploration of its Yerington assets, and also for professional fees and other overhead expenses incurred in the normal course of operations.

Related Party Information

Manex Resources Group is a private company controlled by the Corporate Secretary of the Company. It provides head office premises at CAD$8,000 per month and general corporate services to the Company at CAD$5,000 per month. The Company currently is on a month-to-month basis.

Outstanding Share Data

As at August 9, 2018, 200,969,314 common shares were issued and outstanding, 48,810,000 warrants were outstanding, and 16,050,000 stock options were outstanding with exercise prices ranging from CAD$0.05 to CAD$0.16.

Page 3 of 4

Quaterra Resources Inc.

Management’s Discussion and Analysis – Quarterly Highlights

For the six months ended June 30, 2018

Risks and Uncertainties

The Company is subject to a number of risks and uncertainties, each of which could have an adverse effect on its results, business prospects or financial position.

The Company’s securities should be considered a highly speculative investment and investors should carefully consider all of the information disclosed in the Company’s regulatory filings prior to making an investment in the Company. For a comprehensive list of the risks and uncertainties applicable to the Company, please refer to the section entitled “Risk Factors” in the Company’s most recent Form 20-F which is available at the SEC website at www.sec.gov.

Forward-Looking Statements

Certain statements made and information contain “forward-looking statements” within the meaning of the United States Private Securities Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “Forward-Looking Statements”).

All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will, may, could or might occur in the futures are Forward-Looking Statements. The words such as “believe”, “anticipate”, “expect”, “estimate”, “strategy”, “plan”, “intend”, “may”, “could”, “would”, “should”, or similar expressions are intended to identify Forward-Looking Statements.

Forward-Looking Statements are based on the beliefs, expectations, and opinions of management on the date the statements are made. Actual results and future events could differ materially from those anticipated in Forward-Looking Statements and readers should not place undue reliance on such statements.

Note to U.S. Readers

The Company uses Canadian Institute of Mining, Metallurgy and Petroleum definitions for the terms “measured resources”, “indicated resources” and “inferred resources”. U.S. investors are advised that while the terms “measured resources”, “indicated resources” and “inferred resources” are recognized and required by Canadian regulations, including National Instrument 43-101 (“NI43-101”), the SEC does not recognize these terms. Accordingly, information contained in this MD&A contains descriptions of mineral deposits that may not be comparable to similar information made public by U.S. companies that are not required to comply with NI43-101 and that are subject to the reporting requirements under the U.S. federal securities laws and the rules and regulations thereunder. The SEC permits U.S. companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. U.S. readers are cautioned not to assume that any part or all of the material in these categories will be converted into reserves. It should not be assumed that any part of an inferred mineral resource will ever be upgraded to a higher category.

Page 4 of 4

EX-99.3

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Thomas Patton, Chief Executive Officer of Quaterra Resources Inc. certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Quaterra Resources Inc. (the “issuer”) for the interim period ended June 30, 2018.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: August 10, 2018

“Thomas Patton”

Thomas Patton

Chief Executive Officer

NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

1

EX-99.4

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Lei Wang, Chief Financial Officer of Quaterra Resources Inc. certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Quaterra Resources Inc. (the “issuer”) for the interim period ended June 30, 2018.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: August 10, 2018

“Lei Wang”

Lei Wang

Chief Financial Officer

NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

1